Exhibit
4.2


 




 


ALLIANCE HEALTHCARE SERVICES, INC.,


 


Issuer


 


AND


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


 


as Trustee


 






 


Supplemental Indenture


 


Dated as of November 27, 2009


 






 


Supplemental Indenture to the Indenture


dated as of December 4, 2007


with respect to the


71⁄4% Senior Subordinated Notes due 2012


 





 

















 


This
Supplemental Indenture (this “Supplemental Indenture”),
dated as of November 27, 2009, amends that certain Indenture, dated as of December 4,
2007 (the “Indenture”), between Alliance HealthCare
Services, Inc. (f/k/a Alliance Imaging, Inc.), a Delaware
corporation, as issuer (the “Issuer”),
having its principal office at 100 Bayview Circle, Suite 400, Newport
Beach, California 92660, and The Bank of New York Mellon Trust Company, N.A.
(f/k/a The Bank of New York Trust Company, N.A.), a national banking
corporation, as trustee (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the Company has executed and delivered to the
Trustee the Indenture, pursuant to which the Company issued $150,000,000
aggregate principal amount of 71⁄4% Senior Subordinated Notes due 2012 (the “Notes”);


 


WHEREAS, the Company is making a tender offer (the “Tender Offer”) to purchase the Notes for cash;


 


WHEREAS, the Company has solicited consents from Holders of
the Notes to certain amendments to the Indenture, which are contained in this
Supplemental Indenture (the “Amendments”);


 


WHEREAS, Section 902 of the Indenture provides that
the Company and the Trustee, with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Notes, may amend
or supplement certain provisions of the Indenture with respect to the Notes;


 


WHEREAS, the Holders of not less than a majority in
principal amount of the outstanding Notes have consented to the Amendments;


 


WHEREAS, this Supplemental Indenture is effective as of the
date hereof; and


 


WHEREAS, the Amendments contained in this Supplemental
Indenture shall not become operative until the time and date that the Company
accepts for purchase the Notes that are tendered and not withdrawn pursuant to
the Tender Offer in an amount representing not less than a majority in
principal amount of the then outstanding Notes.


 


NOW THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:


 

















 


SECTION 1.         Definitions.  For all purposes of the Indenture and this
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:


 


(a)           the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to the Indenture and this Supplemental
Indenture as a whole and not to any particular Article, Section or
subdivision; and


 


(b)           capitalized terms used but not
defined in this Supplemental Indenture shall have the meanings assigned to them
in the Indenture.


 


SECTION 2.         Amendments.  The Indenture is hereby amended as follows:


 


(a)           Section 1003 of the Indenture is
hereby amended by deleting the following first paragraph:


 


If the Company shall at
any time act as its own Paying Agent, it will, on or before each due date of
the principal of (or premium, if any) or interest on any of the Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal of (or premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure to so act.


 


The
remainder of Section 1003 of the Indenture shall remain in effect.


 


(b)           Section 1004 of the Indenture is
hereby eliminated in its entirety and replaced with the words:  “Section 1004.  INTENTIONALLY OMITTED.”


 


(c)           Section 1005
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1005.  INTENTIONALLY
OMITTED.”


 


(d)           Section 1006
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1006.  INTENTIONALLY
OMITTED.”


 


(e)           Section 1007
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1007.  INTENTIONALLY
OMITTED.”


 


(f)            Section 1008
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1008.  INTENTIONALLY
OMITTED.”


 


(g)           Section 1009
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1009.  INTENTIONALLY
OMITTED.”


 


(h)           Section 1010
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1010.  INTENTIONALLY
OMITTED.”


 


(i)            Section 1011
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1011.  INTENTIONALLY
OMITTED.”


 


(j)            Section 1012
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1012.  INTENTIONALLY
OMITTED.”


 


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(k)           Section 1013
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1013.  INTENTIONALLY
OMITTED.”


 


(l)            Section 1014
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1014.  INTENTIONALLY
OMITTED.”


 


(m)          Section 1015
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1015.  INTENTIONALLY
OMITTED.”


 


(n)           Section 1016
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1016.  INTENTIONALLY
OMITTED.”


 


(o)           Section 1017
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “Section 1017.  INTENTIONALLY
OMITTED.”


 


(p)           Section 1018
of the Indenture is hereby amended by deleting paragraph (a) in its
entirety and replacing it with the words “(a)  INTENTIONALLY OMITTED.”


 


(q)           Section 1019
of the Indenture is hereby eliminated in its entirety and replaced with the
words:  “The Company shall comply with the provisions of TIA Section 314(a).”


 


(r)           Section 501 of the Indenture is hereby amended as
follows:


 


(1)           by deleting clauses (iii), (iv), (v), (vi), (vii) and
(viii) thereof in their entirety;


 


(2)           by inserting immediately after the semi-colon at the end
of clause (i) the word “or”‘ and


 


(3)           by deleting the semi-colon at the end of clause (ii) and
inserting a period in lieu thereof.


 


(s)           Section 1204 of the Indenture is hereby amended as
follows:


 


(1)           by deleting clause (ii) in its entirety and replacing
it with the words “(ii)  INTENTIONALLY OMITTED.”;


 


(2)           by deleting clause (iii) in its entirety and
replacing it with the words “(iii)  INTENTIONALLY OMITTED.”;


 


(3)           by deleting clause (iv) in its entirety and replacing
it with the words “(iv)  INTENTIONALLY OMITTED.”;


 


(4)           by deleting clause (v) in its entirety and replacing
it with the words “(v)  INTENTIONALLY OMITTED.”;


 


(5)           by deleting clause (vi) in its entirety and replacing
it with the words “(vi)  INTENTIONALLY OMITTED.”;


 


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(6)           by deleting clause (vii) in its entirety and
replacing it with the words “(vii)  INTENTIONALLY OMITTED.”; and


 


(7)           by inserting the word “and” after the words “(vii) 
INTENTIONALLY OMITTED.”


 


(t)           Section 801 of the Indenture is hereby eliminated in
its entirety and replaced with the words: 
“Section 801.  INTENTIONALLY OMITTED.”


 


(u)          All definitions contained in the Indenture, the references
to which would be eliminated as a result of the amendments contained in
paragraphs (a) through (t) of this Section 2, shall be deemed
deleted in their entirety.  All
definitions contained in the Indenture, the references to which would be
amended as a result of the amendments contained in paragraphs (a) through (t) of
this Section 2, shall be deemed amended to the extent applicable.


 


SECTION 3.         Effectiveness.  This
Supplemental Indenture supplements the Indenture with respect to the Notes and
shall be a part and subject to all of the terms thereof.  Except as supplemented hereby, the Indenture
shall continue in full force and effect.


 


The Supplemental Indenture shall be effective as of
the date hereof; provided, however, the Amendments effected by
this Supplemental Indenture shall not become operative until the time and date
that the Company accepts for purchase the Notes that are tendered and not
withdrawn pursuant to the Tender Offer in an amount representing not less than
a majority in principal amount of the then outstanding Notes.


 


SECTION 4.         NEW YORK LAW TO GOVERN.  THE INTERNAL
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE BUT WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT
WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF
NEW YORK.


 


SECTION 5.         The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Company.


 


SECTION 6.         Successors and Assigns.  All agreements
of the Company in this Supplemental Indenture shall bind its successors and
assigns.  All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.


 


SECTION 7.         Separability. 
In case any provision of this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 8.         Effect of Headings.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


SECTION 9.         Counterparts.  The parties may sign any number of copies of this
Supplemental Indenture.  Each signed copy
shall be an original, but all of them together represent the same agreement.


 


(Signature Page Follows)


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed as of the
date first above written.


 


 


	
   

  	
  ALLIANCE
  HEALTHCARE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eli H. Glovinsky

  
	
   

  	
   

  	
  Name:

  	
  Eli
  H. Glovinsky

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General

  
	
   

  	
   

  	
   

  	
  Counsel
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

  
	
   

  	
    as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alex Briffett

  
	
   

  	
   

  	
  Name:

  	
  John
  (Alex) Briffett

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


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